AST SpaceMobile initiated with a Buy at Clear Street
Don't Miss TipRanks' Half-Year Sale
Take advantage of TipRanks Premium at 50% off! Unlock powerful investing tools, advanced data, and expert analyst insights to help you invest with confidence.
Make smarter investment decisions with TipRanks' Smart Investor Picks, delivered to your inbox every week.
Published first on TheFly – the ultimate source for real-time, market-moving breaking financial news. Try Now>>
Try Our AI Features
Explore what Daily8 AI can do for you:
Comments
No comments yet...
Related Articles
Yahoo
11 hours ago
- Yahoo
Piper Sandler Says These 2 Stocks Are Top Picks for the Second Half of 2025
There's no magic formula for picking winning stocks, but having the right guide can make all the difference. Elevate Your Investing Strategy: Take advantage of TipRanks Premium at 50% off! Unlock powerful investing tools, advanced data, and expert analyst insights to help you invest with confidence. That's where Wall Street's analysts come in. With a front-row seat to market movements and company performance, these pros make it their business to spot standout opportunities. And now, with 2025 beyond the halfway mark, it's the perfect moment to check in on the names they're backing for the rest of the year. Watching the current mid-year situation for Piper Sandler, analyst Jason Bednar lays out the attributes he's looking for in top-pick stocks, writing: 'Key themes across our top names include confidence we have in management's execution against guidance and Street estimates for the coming quarters, balance sheet flexibility that is good and/or improving, and risk/reward that skews favorably based on a combination of catalysts and valuation on shares.' With this in mind, we dug into the TipRanks database to get the broader Wall Street take on two of his top picks, and both are rated Buy, with the potential for double-digit gains. Let's break down the names, the numbers, and what makes them stand out. STERIS (STE) First up on our list, STERIS, is a medical technology (medtech) company. STERIS was founded in 1985 and is based in Ohio; the company got its start specializing in low-temperature liquid sterilization of surgical instruments. Today, the company is a global leader in infection prevention, offering a line of products and services designed to support patient care for a better medical outcome. To achieve that goal, STERIS offers a diverse array of products, including medical consumables such as detergents, endoscopy accessories, and barrier devices. On the service side, the company can install and maintain medical equipment, provide sterilization for medical devices, repair medical instruments and scopes, and provide lab testing. Finally, STERIS can also provide its customers with larger-scale capital equipment, such as surgical tables, automated endoscope reprocessors, and even integrated connectivity solutions for today's high-tech operating rooms. STERIS offers its products under several categories, and reports its revenue under the categories Healthcare, Applied Sterilization Technologies (AST), and Life Sciences. The largest of these is Healthcare, which accounted for approximately 73% of the company's total revenue in its last reported quarter. That quarter was fiscal 4Q25 (March quarter), for which STERIS reported $1.5 billion in total revenue. This was up 4% year-over-year and beat the forecast by $30 million. At the bottom line, STERIS realized a quarterly adjusted net income of $2.74 per diluted share, a figure that was 14 cents above expectations. The company's free cash flow rose year-over-year, from $620.3 million to $787.2 million in the current report. Checking in with Piper Sandler, we find that analyst Bednar wastes no time in explaining why this stock made his list. Bednar writes, 'Why is it a top idea? STE is a model of consistency, posting MSD+ top-line and HSD/LDD bottom-line growth in six of the past seven years, underpinned by healthy end markets, disciplined capital allocation and a focus on lean operations. For medtech investors, that's a model deserving of a premium valuation. Growth in the high-margin AST segment has improved sequentially for six consecutive quarters, and the segment growth outlook has gotten cleaner of late… Balance sheet leverage is as light as it's been in several years (~1.3x net leverage), and this Board/mgmt team have a bias to accretive M&A.' Based on this stance, Bednar rates STE shares as Overweight (i.e., Buy), with a $280 price target to suggest a one-year upside potential of 24%. (To watch Bednar's track record, click here) The consensus rating here is a Moderate Buy, based on 5 Buy and 2 Hold ratings. Meanwhile, the $270.33 average target price indicates room for an upside of 20% by this time next year. (See STE stock forecast) Merit Medical Systems (MMSI) The second stock we're looking at here is another medtech, Merit Medical Systems. This firm, based in the suburbs of Salt Lake City, Utah, is known as a developer, manufacturer, and distributor of medical devices, particularly devices used in interventional, diagnostic, and therapeutic procedures. Merit Medical's product lines feature proprietary designs, and are intended to be disposable; they are most often used in the fields of cardiology, radiology, oncology, critical care, and endoscopy. Merit Medical has a global footprint, with some 7,300 employees, including an international team of marketers and clinical support that totals more than 800. The company is recognized as a global leader in disposable medical tools. The company boasts a market cap of $5 billion. Earlier this month, Merit suffered a sharp blow to its stock price, falling as much as 10% on July 16, after a regulatory disclosure. That disclosure involved a warning letter from the FDA, regarding issues of quality control at one of the company's manufacturing facilities. These types of warnings are not uncommon from regulators, but in this case, the timing is a problem – Merit is currently expanding its product lines, and a warning letter of this type may have a stronger impact than usual. The company has already stated that it is working in concert with the FDA to address the issues raised in the letter. Looking at Merit's product lines, we find that the company has its hands in a wide range of categories. To give a small list: the company produces hemostasis accessories, dialysis equipment, safety kits, infusion systems, pulmonary stents, GI dilation balloons, and blood sampling devices. The company also provides educational resources, including on-demand courses and recorded webinars, to provide tutorials on its various equipment lines and products. We can also note that on May 6 this year, Merit announced its latest regulatory approval, with Health Canada's approval of Merit's Wrapsody Cell-Impermeable Endoprosthesis. The company is also undergoing a leadership change, and current CEO Fred Lampropoulos will be stepping down in October. His place will be taken by Martha Aronson, effective on October 3. Mr. Lampropoulos will remain as Chairman of the Board. Merit's last quarterly report covered 1Q25, and in that quarter the company had revenues of $355.4 million. This was up 10% year-over-year and beat the forecast by $2.8 million. The non-GAAP EPS figure, of 86 cents, beat expectations by 11 cents per share. Checking in again with Piper Sandler's Bednar, we see the analyst weighing various pros and cons here, writing, 'MMSI has demonstrated durable and consistent growth and management has been superb in managing investor expectations over the past 4+ years… Management already positively pre-announced 2Q and detailed CEO transitions plans, but we also see an EPS beat and guidance raise as being in order. The WRAPSODY reimbursement strategy will be a focal point after failing to secure TPT on management's previously announced timeline, but we're optimistic the developments to date will result in this being more of a short delay for securing TPT.' Summing up, Bednar sees this medtech as a solid choice, and advises investors to buy in, saying of MMSI, 'Longer-term, we believe an extension of what's been a solid execution story should keep MMSI one of the premium mid-cap assets in medtech.' These comments are complemented by an Overweight (i.e., Buy) rating, and a price target which, at $110, points toward a one-year gain of 29%. This stock has earned a Strong Buy from the Street's analysts, a consensus based on 10 recent reviews that split 9 to 1 in favor of Buy over Hold. The shares are currently trading for $85.06 and the average price target of $108.80 implies the stock will gain 28% in the next 12 months. (See MMSI stock forecast) To find good ideas for stocks trading at attractive valuations, visit TipRanks' Best Stocks to Buy, a tool that unites all of TipRanks' equity insights. Disclaimer: The opinions expressed in this article are solely those of the featured analysts. The content is intended to be used for informational purposes only. It is very important to do your own analysis before making any investment. Disclaimer & DisclosureReport an Issue Sign in to access your portfolio
Business Wire
12 hours ago
- Business Wire
AST SpaceMobile Announces Pricing of Private Offering of $500.0 Million of Convertible Senior Notes Due 2032 (Effective Conversion Price of $120.12 per Share with Capped Call)
MIDLAND, Texas--(BUSINESS WIRE)--AST SpaceMobile, Inc. ('AST SpaceMobile') (NASDAQ: ASTS), the company building the first and only space-based cellular broadband network accessible directly by everyday smartphones, and designed for both commercial and government applications, today announced the pricing of $500.0 million aggregate principal amount of convertible senior notes due 2032 (the 'Notes') in a private offering (the 'Notes Offering') to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the 'Securities Act'). The sale of the Notes to the initial purchasers is expected to settle on July 29, 2025, subject to customary closing conditions. Key Elements of the Transaction: $500.0 million 2.375% convertible senior notes offering with an initial conversion price of approximately $72.07 per share of AST SpaceMobile's Class A common stock, which represents a premium of approximately 20% to the last reported sale price of AST SpaceMobile's Class A common stock on July 24, 2025; Capped call transactions entered into in connection with the pricing of the Notes with an initial cap price of $120.12 per share of AST SpaceMobile's Class A common stock, which represents a premium of 100% to the last reported sale price of AST SpaceMobile's Class A common stock on July 24, 2025 Option to Purchase Additional Notes: AST SpaceMobile also granted the initial purchasers of the Notes in the Notes Offering an option to purchase, for settlement within a 13-day period beginning on, and including, the date on which the Notes are first issued, up to an additional $75.0 million aggregate principal amount of Notes. Use of Proceeds: AST SpaceMobile estimates that the net proceeds from the Notes Offering will be approximately $486.9 million (or approximately $560.0 million if the initial purchasers' option to purchase additional Notes is exercised in full), after deducting the initial purchasers' discounts and commissions and estimated offering expenses payable by AST SpaceMobile. AST SpaceMobile intends to use $47.0 million of the net proceeds from the Notes Offering to pay the cost of the capped call transactions described below. AST SpaceMobile intends to use the remaining net proceeds from the Notes Offering for general corporate purposes. If the initial purchasers exercise their option to purchase additional Notes, AST SpaceMobile expects to use a portion of the net proceeds from the sale of the additional Notes to enter into additional capped call transactions with the option counterparties (as defined below), with the remainder of the net proceeds to be used for general corporate purposes. Additional Details of the Notes: The Notes will be senior, unsecured obligations of AST SpaceMobile. The Notes will accrue interest at an annual rate of 2.375%, payable semiannually in arrears on April 15 and October 15 of each year, beginning on April 15, 2026. The Notes will mature on October 15, 2032, unless earlier converted, redeemed or repurchased. Prior to the close of business on the business day immediately preceding July 15, 2032, noteholders will have the right to convert their Notes only upon the satisfaction of specified conditions and during certain periods. On or after July 15, 2032 and until the close of business on the second scheduled trading day immediately preceding October 15, 2032, noteholders may convert their Notes at any time regardless of these conditions. The initial conversion rate will be 13.8750 shares of AST SpaceMobile's Class A common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $72.07 per share of AST SpaceMobile's Class A common stock, which represents a premium of approximately 20% over the last reported sale price of $60.06 per share of AST SpaceMobile's Class A common stock on the Nasdaq Global Select Market on July 24, 2025), subject to adjustment in certain circumstances. AST SpaceMobile will settle conversions of Notes by paying or delivering, as the case may be, cash, shares of AST SpaceMobile's Class A common stock, or a combination thereof, at AST SpaceMobile's election. The Notes will not be redeemable at AST SpaceMobile's option prior to October 22, 2029. AST SpaceMobile may, at its option, redeem all or any portion of the Notes for cash on or after October 22, 2029, but only if the last reported sale price per share of AST SpaceMobile's Class A common stock equals or exceeds 130% of the conversion price for a specified period of time and certain liquidity conditions have been satisfied. The redemption price will be equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Noteholders will have the right, subject to certain conditions and exceptions described in the indenture governing the Notes (the 'indenture'), to require AST SpaceMobile to repurchase for cash all or a portion of their Notes upon the occurrence of a fundamental change (as defined in the indenture) at a purchase price of 100% of their principal amount plus accrued and unpaid interest, if any, to, but excluding, the relevant repurchase date. In addition, following certain corporate events that occur prior to October 15, 2032 or if AST SpaceMobile delivers a notice of redemption, AST SpaceMobile will, in certain circumstances, increase the conversion rate for a noteholder who elects to convert its Notes in connection with such corporate events or convert its Notes in connection with such notice of redemption, as the case may be. Capped Call Transactions: In connection with the pricing of the Notes, AST SpaceMobile entered into capped call transactions with certain of the initial purchasers of the Notes or affiliates thereof and other financial institutions (the 'option counterparties'). The capped call transactions cover, subject to customary adjustments, the number of shares of AST SpaceMobile's Class A common stock initially underlying the Notes. The capped call transactions are expected generally to reduce the potential dilution to AST SpaceMobile's Class A common stock upon any conversion of Notes and/or offset any cash payments AST SpaceMobile is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the capped call transactions is initially $120.12 per share, which represents a premium of 100% over the last reported sale price of AST SpaceMobile's Class A common stock of $60.06 per share on the Nasdaq Global Select Market on July 24, 2025, and is subject to certain adjustments under the terms of the capped call transactions. In connection with establishing their initial hedges of the capped call transactions, AST SpaceMobile expects the option counterparties or their respective affiliates will enter into various derivative transactions with respect to AST SpaceMobile's Class A common stock and/or purchase shares of AST SpaceMobile's Class A common stock concurrently with or shortly after the pricing of the Notes, including with, or from, as the case may be, certain investors in the Notes. This activity could increase (or reduce the size of any decrease in) the market price of AST SpaceMobile's Class A common stock or the Notes at that time. In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to AST SpaceMobile's Class A common stock and/or purchasing or selling AST SpaceMobile's Class A common stock or other securities of AST SpaceMobile in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and are likely to do so during the 20 trading day period beginning on the 21st scheduled trading day prior to the maturity date of the Notes, or, to the extent AST SpaceMobile exercises the relevant termination election under the capped call transactions, following any repurchase, redemption or conversion of the Notes). This activity could also cause or avoid an increase or a decrease in the market price of AST SpaceMobile's Class A common stock or the Notes, which could affect a noteholder's ability to convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of Notes, it could affect the number of shares, if any, and value of the consideration that a noteholder will receive upon conversion of its Notes. The Notes are only being offered and will only be sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act by means of a private offering memorandum. Neither the Notes nor the shares of AST SpaceMobile's Class A common stock potentially issuable upon conversion of the Notes, if any, have been, or will be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, such registration requirements. This announcement is neither an offer to sell nor a solicitation of an offer to buy any of the Notes or any shares of AST SpaceMobile's Class A common stock potentially issuable upon conversion of the Notes and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful. Registered Direct Offering/Existing Convertible Note Repurchases: In a separate press release, AST SpaceMobile also announced today the pricing of its previously announced registered direct offering of approximately 5.8 million shares of its Class A common stock, at a price of $60.06 per share. The issuance and sale of the shares of AST SpaceMobile's Class A common stock are scheduled to settle on July 31, 2025, subject to customary closing conditions. AST SpaceMobile intends to use the gross proceeds from the registered direct offering to repurchase $135 million aggregate principal amount of its existing 4.25% convertible senior notes due 2032 (the 'Existing Notes') in the existing convertible notes repurchases described below. Cash on hand will be used to pay transaction fees and expenses of the registered direct offering. In addition, concurrently with the pricing of the Notes Offering, AST SpaceMobile entered into separate, privately negotiated transactions with a limited number of holders of its Existing Notes to repurchase $135 million principal amount of the Existing Notes for cash (the 'existing convertible notes repurchases'). The existing convertible notes repurchases will be subject to closing conditions that may not be consummated. In addition, following completion of the Notes Offering, AST SpaceMobile may repurchase additional existing notes. In connection with the existing convertible notes repurchases, certain holders of the Existing Notes that participate in such repurchases may purchase or sell shares of AST SpaceMobile's Class A common stock in the open market or enter into or unwind various derivative transactions with respect to AST SpaceMobile's Class A common stock to unwind any hedge positions they may have with respect to the Existing Notes or to hedge or unwind their exposure in connection with such repurchases. The amount of AST SpaceMobile's Class A common stock to be sold or purchased by such holders or the notional number of shares of AST SpaceMobile's Class A common stock underlying such derivative transactions may be substantial in relation to the historic average daily trading volume of AST SpaceMobile's Class A common stock. These activities may adversely affect the trading price of AST SpaceMobile's Class A common stock and the trading price of the Notes and Existing Notes. AST SpaceMobile cannot predict the magnitude of such market activities or the overall effect they will have on the price of the Notes, the Existing Notes or AST SpaceMobile's Class A common stock. The completion of the Notes Offering is not contingent on the completion of the registered direct offering and the existing convertible notes repurchases and the completion of the registered direct offering and the existing convertible notes repurchases is not contingent on the completion of the Notes Offering. The registered direct offering and the existing convertible notes repurchases are cross-conditional. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any shares of AST SpaceMobile's Class A common stock in the registered direct offering. This press release does not constitute an offer to buy, or a solicitation of any offer to sell, any Existing Notes. About AST SpaceMobile AST SpaceMobile is building the first and only global cellular broadband network in space to operate directly with standard, unmodified mobile devices based on our extensive IP and patent portfolio, and designed for both commercial and government applications. Our engineers and space scientists are on a mission to eliminate the connectivity gaps faced by today's five billion mobile subscribers and finally bring broadband to the billions who remain unconnected. For more information, follow AST SpaceMobile on YouTube, X (Formerly Twitter), LinkedIn and Facebook. Watch this video for an overview of the SpaceMobile mission. Forward-Looking Statements This communication contains 'forward-looking statements' that are not historical facts, including statements concerning the completion of the Notes Offering, the granting of a 13-day option to purchase additional Notes, the potential effects of entering into the capped call transactions, the expected use of the net proceeds from the Notes Offering, and the concurrent registered direct offering of AST SpaceMobile's Class A common stock and separate repurchase of a portion of its Existing Notes. These forward-looking statements can be identified by the use of forward-looking terminology, including the words 'believes,' 'estimates,' 'anticipates,' 'expects,' 'intends,' 'plans,' 'may,' 'will,' 'would,' 'potential,' 'projects,' 'predicts,' 'continue,' or 'should,' or, in each case, their negative or other variations or comparable terminology. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Such risks include, but are not limited to, whether AST SpaceMobile will consummate the Notes Offering, the registered direct offering and the existing convertible notes repurchases, prevailing market conditions, the anticipated principal amount of the Notes, which could differ based upon the exercise of the initial purchasers' option to purchase additional Notes, the anticipated use of the net proceeds from the Notes Offering, which could change as a result of market conditions or for other reasons, whether the capped call transactions described above will become effective, whether AST SpaceMobile will consummate the registered direct offering or repurchase of Existing Notes, the effects of entering into these transactions, and the impact of general economic, industry or political conditions in the United States or internationally. AST SpaceMobile cautions that the foregoing list of factors is not exclusive. AST SpaceMobile cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors in AST SpaceMobile's Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 3, 2025, its Form 10-Q for the fiscal quarter ended March 31, 2025 filed with the SEC on May 12, 2025, and the future reports that it may file from time to time with the SEC. AST SpaceMobile's securities filings can be accessed on the EDGAR section of the SEC's website at Except as expressly required by applicable securities law, AST SpaceMobile disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Business Wire
12 hours ago
- Business Wire
AST SpaceMobile Prices Repurchase of Convertible Senior Notes to be Funded By Concurrent Registered Direct Offering of Class A Common Stock
MIDLAND, Texas--(BUSINESS WIRE)--AST SpaceMobile, Inc. ('AST SpaceMobile') (NASDAQ: ASTS), the company building the first and only space-based cellular broadband network accessible directly by everyday smartphones, and designed for both commercial and government applications, today announced the pricing of a cash repurchase (the 'Repurchase') of $135.0 million aggregate principal amount of its 4.25% convertible senior notes due 2032 (the 'Existing Notes') and its offering of approximately 5.8 million shares of its Class A common stock to holders of Existing Notes participating in the Repurchase in a direct placement registered under the Securities Act of 1933, as amended (the 'Registered Direct Offering'). With this series of transactions, AST SpaceMobile will issue approximately 0.8 million incremental shares to the underlying shares of the Existing Notes being repurchased while removing $135.0 million of debt from the balance sheet and approximately $37.8 million of remaining interest. Both the closing of the Repurchase and the Registered Direct Offering are expected to take place on or about July 31, 2025. The transactions are cross-conditional. Repurchase of Existing Notes AST SpaceMobile intends to use the gross proceeds from the Registered Direct Offering to repurchase $135.0 million principal amount of the Existing Notes for cash pursuant to separate, privately negotiated transactions with a limited number of holders of the Existing Notes. After giving effect to the Repurchase, $100.0 million aggregate principal amount of the Existing Notes will remain outstanding. Based on the initial conversion rate of 37.0535 shares of Class A common stock per $1,000 principal amount of Existing Notes, which is subject to customary anti-dilution adjustment provisions, approximately 5.0 million shares of Class A common stock underlying the repurchased Existing Notes will be unreserved after giving effect to the Repurchase and will be available for future issuance. As part of the Repurchase, AST SpaceMobile did not terminate or amend the existing capped call transactions previously entered into in connection with the issuance of the Existing Notes, which will remain outstanding upon the completion of this transaction, but AST SpaceMobile may do so in the future. The existing capped call transactions are expected to reduce potential dilution and/or offset certain cash payments upon a conversion of Existing Notes. In connection with the Repurchase, certain holders of the Existing Notes that participate in the Repurchases may purchase or sell shares of AST SpaceMobile's Class A common stock in the open market or enter into or unwind various derivative transactions with respect to AST SpaceMobile's Class A common stock to unwind any hedge positions they may have with respect to the Existing Notes or to hedge or unwind their exposure in connection with the Repurchase. The amount of AST SpaceMobile's Class A common stock to be sold or purchased by such holders or the notional number of shares of AST SpaceMobile's Class A common stock underlying such derivative transactions may be substantial in relation to the historic average daily trading volume of AST SpaceMobile's Class A common stock. These activities may adversely affect the trading price of AST SpaceMobile's Class A common stock. AST SpaceMobile cannot predict the magnitude of such market activities or the overall effect they will have on the price of its Class A common stock. Registered Direct Offering AST SpaceMobile has agreed to sell an aggregate of approximately 5.8 million shares of its Class A common stock in the Registered Direct Offering at a price of $60.06 per share to holders of the Existing Notes for cash. AST SpaceMobile intends to use the gross proceeds from the Registered Direct Offering to repurchase $135.0 million principal amount of the Existing Notes for cash in the Repurchase described above. Cash on hand will be used to pay transaction fees and expenses of the Registered Direct Offering. The Registered Direct Offering is being made pursuant to an effective shelf registration statement on file with the Securities and Exchange Commission (the 'SEC'). The Registered Direct Offering is being made only by means of a prospectus supplement and an accompanying prospectus. An electronic copy of the preliminary prospectus supplement, together with the accompanying prospectus, is available on the SEC's website at Alternatively, copies of the preliminary prospectus supplement, together with the accompanying prospectus, and when available, the final prospectus supplement can be obtained by contacting: AST SpaceMobile, Inc., Midland International Air & Space Port, 2901 Enterprise Lane, Midland, Texas 79706, Attention: Secretary or (432) 276-3966. UBS Investment Bank is acting as placement agent and financial advisor and ICR Capital LLC is acting as financial advisor for the placement. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any shares of AST SpaceMobile's Class A common stock, nor will there be any sale of any of AST SpaceMobile's securities in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful. This press release does not constitute an offer to buy, or a solicitation of any offer to sell, any Existing Notes. Concurrent New Convertible Notes Offering In a separate press release, AST SpaceMobile also announced today the pricing of its previously announced private offering of $500.0 million aggregate principal amount of 2.375% convertible senior notes due 2032 (the 'New Notes'). AST SpaceMobile granted the initial purchasers an option to purchase, for settlement within a 13-day period beginning on, and including, the date on which the New Notes are first issued, up to an additional $75.0 million aggregate principal amount of New Notes. The issuance and sale of the New Notes are scheduled to settle on July 29, 2025, subject to customary closing conditions. The completion of the Registered Direct Offering and the Repurchase is not contingent on the completion of the offering of the New Notes and the completion of the offering of New Notes is not contingent on the completion of the Registered Direct Offering and the Repurchase. The Registered Direct Offering and the Repurchase are cross-conditional. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any New Notes or shares of AST SpaceMobile's Class A common stock, if any, issuable upon conversion of the New Notes. About AST SpaceMobile AST SpaceMobile is building the first and only global cellular broadband network in space to operate directly with standard, unmodified mobile devices based on our extensive IP and patent portfolio, and designed for both commercial and government applications. Our engineers and space scientists are on a mission to eliminate the connectivity gaps faced by today's five billion mobile subscribers and finally bring broadband to the billions who remain unconnected. For more information, follow AST SpaceMobile on YouTube, X (Formerly Twitter), LinkedIn and Facebook. Watch this video for an overview of the SpaceMobile mission. Forward-Looking Statements This communication contains 'forward-looking statements' that are not historical facts, including statements concerning the completion of the Registered Direct Offering, the Repurchase and the offering of New Notes, the expected use of the gross proceeds from the Registered Direct Offering and the potential impact of AST SpaceMobile's anticipated repurchase of the Existing Notes and the completion, timing and size of the offering of New Notes. These forward-looking statements can be identified by the use of forward-looking terminology, including the words 'expects,' 'intends,' 'may,' 'will,' or, in each case, their negative or other variations or comparable terminology. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Such risks include, but are not limited to, whether AST SpaceMobile will consummate the Registered Direct Offering or the Repurchase, prevailing market conditions, the anticipated principal amount of the Existing Notes that will be repurchased in separately negotiated transactions with a limited number of holders of such notes, the anticipated use of the gross proceeds from the Registered Direct Offering, whether AST SpaceMobile will consummate the offering of New Notes and the impact of general economic, industry or political conditions in the United States or internationally. AST SpaceMobile cautions that the foregoing list of factors is not exclusive. AST SpaceMobile cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors in AST SpaceMobile's Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 3, 2025, its Form 10-Q for the fiscal quarter ended March 31, 2025 filed with the SEC on May 12, 2025, and the future reports that it may file from time to time with the SEC. AST SpaceMobile's securities filings can be accessed on the EDGAR section of the SEC's website at Except as expressly required by applicable securities law, AST SpaceMobile disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
